EXHIBIT 10.4


                  FACILITIES AGREEMENT

                        Between

           INDIANAPOLIS POWER & LIGHT COMPANY

        PUBLIC SERVICE COMPANY OF INDIANA, INC.




                       ---------




                Dated:  August 16, 1977
                        CONTENTS

Article                       Page

     Preamble . . . . . . .     1

 1   Construction and
     Ownership of Transmission
     Facilities . . . . . .     1

 2   Operation of Facilities    5

 3   Metering Points and        6
     Metering

 4   Term . . . . . . . . .     7

 5   Regulatory Authorities     7

 6   Notices. . . . . . . .     8

 7   Waivers. . . . . . . .     8

 8   Assignment . . . . . .     8

 9   Arbitration. . . . . .     8

10   Additional Rights and
     Responsibilities . . .     8

Appendix A - Map of Transmission Line Facilities including Facilities to be
Constructed and Provided Pursuant to Article 1 and Article 10

     0.01 Agreement, dated August 16, 1977, between
Indianapolis Power & Light Company (Indianapolis Company)
and Public Service Company of Indiana, Inc. (Service
Company), both of whom are Indiana corporations,

                      WITNESSETH:

     0.02  WHEREAS, Indianapolis Company and Service
Company, severally, own electric facilities and are
engaged in the generation, transmission, distribution,
and sale of electric power and energy in Indiana; and

     0.03  WHEREAS, the systems of the parties are
directly interconnected through certain transmission line
facilities and in order to further strengthen the
respective transmission systems of the parties and the
interconnections between such systems, the parties now
desire that certain 345,000-volt transmission line
facilities be construed as herein provided;

     0.04  NOW, THEREFORE, in consideration of the
premises and of the mutual covenants set forth, the
parties agree as follows:

                       ARTICLE 1

             CONSTRUCTION AND OWNERSHIP OF
                TRANSMISSION FACILITIES

General

     1.01  The parties shall each construct a part of, as
hereinafter provided in this Article 1 and Article 10,
certain 345,000-volt transmission line facilities and
associated appurtenances, including switching, control,
metering, telemetering, and protective equipment,
connecting the following:

          Service Company's Columbus Substation located
     in Columbus, Indiana, to Indianapolis Company's
     Sunnyside Substation located in Indianapolis,
     Indiana.

          Indianapolis Company's Petersburg Station, near
     Petersburg, Indiana, to Service Company's Gibson-
     Bedford (southmost) 345,000-volt transmission line.

The approximate routes of such transmission lines (herein
called "Line" or collectively called "Lines") to be so
constructed and provided are shown on the map attached
hereto and made a part hereof as Appendix A.  All Lines,
except where otherwise specified, shall be single-circuit
and shall be constructed with two 954,000 cm ACSR
conductors per phase, or equivalent, and suitable ground
wires.  Where a company is required to build a single-
circuit line, it may elect to place such circuit on one-
half of a double-circuit tower and reserve the vacant one-
half of the double-circuit tower for its future use.

Definitions

     1.02   The following terms, wherever used in this
agreement, shall have the following meanings:

          1.021  "Sunnyside-Columbus Line" means the Line
     to be constructed hereunder, which is to extend from
     Indianapolis Company's Sunnyside Substation to
     Service Company's Columbus Substation.

          1.022  "Petersburg-Cato Line" means the Line to
     be constructed hereunder, which is to extend from
     Indianapolis Company's Petersburg Station to the W
     Interconnection Point defined in subsection 1.052
     hereof.

          1.023  "Carthage Substation" means the 345,000-
     volt portion of Service Company's proposed
     substation to be located near Carthage, Indiana, or
     at such other location as Service Company may
     specify to Indianapolis Company; provided, that on
     or before April 1, 1978, Indianapolis Company and
     Service Company shall reach an agreement in writing
     as to the general location of Carthage Substation,
     for the sole purpose of determining the point "Z"
     past which the Sunnyside-Columbus Line must pass;
     otherwise, the Carthage Substation and
     Interconnection Point Z shall no longer be deemed a
     part of this agreement and any provision of this
     agreement referring to or which is affected by the
     Carthage Substation or Interconnection Point Z shall
     be deemed amended to exclude any such reference or
     affect.

          1.024  "Shelbyville Substation" means the
     345,000-volt substation which Service Company plans
     to install at the site of their existing 138 kV
     "Northeast" Shelbyville Substation.

     The parties shall cooperate to assure the maximum
coordination practicable in the design of the facilities
to be installed hereunder with each of the party's
existing facilities.

Coordination of Construction Programs

     1.03  The parties shall coordinate their
construction programs and otherwise cooperate to achieve
to the fullest extent practicable, the simultaneous
completion of all portions of a particular Line.
Further, the parties shall coordinate such construction
programs so as to achieve simultaneous completion of all
facilities designated in this agreement.  Each party will
use its best efforts to insure that the facilities to be
provided are completed and in service by April 1, 1982;
provided that Service Company reserves the right to
construct Carthage Substation at its convenience.

Indianapolis Company

     1.04  Indianapolis Company shall provide, own, and
construct, or cause to be constructed, at its own
expense, the following described facilities:

          1.041  A 345,000-volt Line (Sunnyside-Columbus
     Line), approximately seventy miles in length, to
     extend in a generally southeasterly direction from
     Sunnyside Substation to an undetermined point near
     Carthage, Indiana (herein called Z Interconnection
     Point), thence continuing in a generally
     southwesterly direction past Shelbyville Substation
     to existing Service Company's Columbus Substation,
     where it shall be connected to Service Company's
     terminal equipment described in subsection 1.051.

          1.042  At Sunnyside Substation, the necessary
     terminal equipment, including facilities suitable
     for the control of the Sunnyside-Columbus Line and
     essential to the protection of line and station
     equipment.  Such terminal equipment shall include
     not less than two 345,000-volt ultra-high-speed
     automatic reclosing circuit breakers, appurtenant
     disconnecting switches and associated equipment,
     protective relays and associated equipment, and such
     other items as may be required and suitable for the
     control of such Line and for the coordination of
     such control with terminal equipment to be provided
     by Service Company pursuant to subsection 1.051.

          1.043  At said Sunnyside Substation, the
     necessary 345,000-volt metering equipment which,
     subject to subsection 1.023 and in accordance with
     section 10.01, shall be moved to and installed at
     Carthage Substation at Indianapolis Company's
     expense, for the purpose of monitoring flows on the
     Sunnyside-Carthage Line, as described in Article 3.

          1.044  At Indianapolis Company's Petersburg
     Station, the necessary terminal equipment, including
     facilities suitable for the control of the Gibson-
     Petersburg and Petersburg-Bedford Lines and
     essential to the protection of line and station
     equipment.  Such terminal equipment shall include
     not less than two 345,000-volt ultra-high-speed
     automatic reclosing circuit breakers, appurtenant
     disconnecting switches and associated equipment,
     protective relays and associated equipment, and such
     other items as may be required and suitable for the
     control of such Lines for the coordination of such
     control with terminal equipment now existing and
     operational at Service Company's Gibson Station and
     Bedford Substation.

          1.045  At said Petersburg Station, the
     necessary 345,000-volt metering equipment for
     metering the flows on the Gibson-Petersburg and
     Petersburg-Bedford Lines, as described in Article 3.

Service Company

     1.05  Service Company shall provide, own, and
construct, or cause to be constructed, at its own
expense, the following described facilities:

          1.051  At Service Company's Columbus
     Substation, the necessary terminal equipment
     including facilities suitable for the control of the
     Sunnyside-Columbus Line and essential to the
     protection of line and station equipment.  Such
     terminal equipment shall include not less than one
     345,000-volt ultra-high-speed automatic reclosing
     circuit breaker and appurtenant disconnecting and
     associated equipment, protective relays and
     associated equipment, and such other items as may be
     required and suitable for the control of such Line
     and for the coordination of such control with
     terminal equipment to be provided at said Sunnyside
     Substation by Indianapolis Company pursuant to
     subsections 1.042 through 1.045.

          1.052  A 345,000-volt double-circuit Line
     [Petersburg to Gibson-Bedford (southmost) Line],
     approximately five miles in length, to extend in a
     generally southerly direction from Indianapolis
     Company's Petersburg Station to an undetermined
     point near Cato, Indiana (herein call Point "W"), on
     Service Company's Gibson-Bedford (southmost) Line.
     The said Line shall be connected to the Gibson-
     Bedford Line in the manner hereinafter described.
     The Gibson-Bedford Line shall be opened at Point W
     and one circuit of the Petersburg-Cato Line
     connected to the Gibson-Cato section of the Gibson-
     Bedford (southmost) Line.  The other circuit of the
     Petersburg-Cato Line shall be connected to the Cato-
     Bedford section of the Gibson-Bedford (southmost)
     Line.  At Indianapolis Company's Petersburg Station,
     the newly formed Petersburg-Gibson and Petersburg-
     Bedford Lines shall be connected to Indianapolis
     Company's terminal equipment as described in
     subsections 1.044 and 1.045.

Communication, Telemetering, and Load Control Facilities

     1.06  Each party shall provide, own, and construct
or cause to be constructed at its own expense the
facilities described under its name in this Section:

          1.061  By Indianapolis Company, at its
     Petersburg Station and at the Carthage Substation or
     in the event Carthage Substation is not operational,
     at its Sunnyside Substation and at other suitable
     locations as it may determine, such communication,
     telemetering and load control facilities as shall
     hereafter be determined by the parties to be
     necessary for the proper interconnected operation of
     their respective systems.

          1.062  By Service Company, at its Columbus
     Substation, Carthage Substation, and at other
     suitable locations as it may determine, such
     communication, telemetering and load control
     facilities as shall hereafter be determined by the
     parties to be necessary for the proper
     interconnected operation of their respective
     systems.

Maintenance of Facilities

     1.07  Each party shall keep, or shall cause to be
kept, the Line or Lines, together with all associated
facilities and appurtenances described in this Article 1
that is to be provided and owned by each, in a suitable
condition of repair at all times, at each party's own
expense, in order that any such Line will operate in a
reliable and satisfactory manner and in order that
reduction in the capacity of any such Line will be
avoided.  If at any time any party is not satisfied that
the facilities of another are being maintained in a
suitable condition of repair, it may, by written notice
given to the other party, call for a special study by the
parties to determine what, if anything, should be done to
place such facilities in a suitable condition of repair.
If the parties are unable to mutually agree upon a
decision within a reasonable time, the matter shall be
settled by arbitration in accordance with Article 9
hereof.

Future Transmission Facilities

     1.08  The facilities to be provided by each party as
set forth above are governed by (1) the economies of
mutual transmission facilities and (2) the aggregate
interconnection capacity as it relates to the services
being furnished under the several agreements entered into
between the parties hereto.  The expansion of the
parties' respective transmission systems during the term
of this agreement may make it necessary or desirable that
a party add-to, replace, relocate, or remove portions of
facilities now or hereafter provided by it.  Either party
shall have the right to so add-to, replace, relocate, or
remove portions of facilities now or hereafter provided
by it, subject, however, to the understanding that in so
doing such party does not interfere with the purposes and
benefits desired under this Facilities Agreement as
herein above expressed, or with the performance of (1)
the agreement between Indianapolis Company and Service
Company, dated May 1, 1962, as amended; (2) agreements
between Indianapolis Company and its other interconnected
companies; (3) agreements between Service Company and its
other interconnected companies; (4) the agreement among
Indianapolis Company, Service Company, and Indiana &
Michigan Electric Company dated April 24, 1968; and (5)
the agreement among East Kentucky Power Cooperative,
Incorporated, Indianapolis Company, Kentucky Utilities
Company, and Service Company, dated July 9, 1971, as
amended.

                       ARTICLE 2

                OPERATION OF FACILITIES

     2.01  When a Line provided for herein is completed,
it shall be appropriately connected, physically and
electrically, to the systems of the appropriate parties,
and thereafter, during the term of this agreement, such
systems shall be operated in continuous synchronism
through such Line.  If synchronous operation through any
line becomes interrupted either manually or automatically
for any reason, including scheduled maintenance that has
been agreed to by the parties, the parties shall
cooperate to remove the cause of the interruption and
restore the Line to normal operating condition as soon as
practicable.  No party shall be liable to any other party
for any damage or loss of revenue caused by any such
interruption.  All circuit breakers and associated
terminal facilities shall be operated by the party that
owns such facilities.

                       ARTICLE 3

              METERING POINTS AND METERING

Metering Points

     3.01  Suitable metering equipment shall be provided,
owned, and maintained by the owners thereof at the
metering points and voltages as hereinbelow set forth,
and at such other points and voltages and with such
ownership as may be agreed upon by the parties:

          3.011  Should Gibson Unit #5 or other
     generation which would affect losses be installed,
     located of the metering shall be reviewed.

          3.012  In respect of the X Interconnection
     Point, 345,000-volt metering equipment owned by
     Indianapolis Company and installed at Indianapolis
     Company's Sunnyside Substation, subject to being
     moved pursuant to Section 10.01 to Interconnection
     Point Z, at Indianapolis Company's expense and to be
     installed in Service Company's Carthage Substation
     for the purpose of monitoring the flows in the
     Sunnyside-Carthage Line.

          3.013  In respect of the Y Interconnection
     Point, 345,000-volt metering equipment owned by
     Indianapolis Company and installed at Indianapolis
     Company's Petersburg Station.

Metering.

     3.02  Suitable metering equipment at the metering
points as provided in Section 3.01 above shall include
standard types of electric meters, and acceptable
appurtenances as shall be necessary to give for each
direction of flow the following quantities:  (1) a
continuous automatic graphic record of both kilowatts and
kilovars, (2) an automatic record of the kilowatt-hours
for each clock hour, and (3) a continuous integrating
record of the kilowatt-hours.  Additions or deletions to
the above three items shall be at the mutual consent of
the parties involved.

     3.03  Measurements of electric energy for the
purpose of effecting settlements shall be made by
standard types of electric meters installed and
maintained by the owners at the metering points as
provided under Section 3.01 above.  The timing devices of
all meters having such devices shall be maintained in
time synchronism as closely as practicable.  The meters
shall be sealed and the seals shall be broken only
occasions when the meters are to be tested or adjusted.

     3.04  The aforesaid standard metering equipment
shall be tested by the owners at suitable intervals and
its accuracy of registration maintained in accordance
with good practice.  On request of any party, a special
test may be made at the expense of the party requesting
such special test.  Representatives of all parties shall
be afforded opportunity to be present at all routine or
special tests and upon occasions when any readings, for
purposes of settlements, are taken from meters not
bearing an automatic record.

     3.05  If any test of metering equipment shall
disclose an inaccuracy exceeding two percent, the
accounts among the parties for service theretofore
delivered shall be adjusted to correct for the inaccuracy
disclosed over the shorter of the following two periods:
(1) for the thirty-day period immediately preceding the
day of the test or (2) for the period that such
inaccuracy may be determined to have existed.  Should the
metering equipment as provided for under Section 3.02
above at any time fail to register, the electric power
and energy delivered shall be determined from the best
available data.

     3.06  The parties hereto understand and agree that
the establishment of the metering points as set forth in
Section 3.01  hereof, determines each party's
responsibility for the line losses incurred between such
metering points.

                       ARTICLE 4

                          TERM

     4.01  This agreement shall become effective on the
date first above-written, shall continue until December
31, 2012, and shall remain in full force and effect
thereafter unless terminated under Section 4.02 hereof.

     4.02  Either party upon at least 5-years prior
written notice to the other may terminate this agreement
on December 31, 2012, or on any anniversary of said date.

                       ARTICLE 5

                 REGULATORY AUTHORITIES

     5.01  This agreement is subject to any governmental
authority having jurisdiction in the premises.

                       ARTICLE 6

                        NOTICES

     6.01  All notices and requests under this agreement
shall be in writing and shall be delivered in person or
sent by registered or certified mail addressed to the
Chief Executive Officer of the party to be served at such
party's general office or at such other address as such
party may from time to time designate in writing.
                       ARTICLE 7

                        WAIVERS

     7.01  Any waiver at any time of any rights as to any
default or other matter arising hereunder, shall not be
deemed a waiver as to any other default or matter.  Any
delay, short of the statutory period of limitation, in
asserting any right hereunder shall not be deemed a
waiver of such right.

                       ARTICLE 8

                       ASSIGNMENT

     8.01  Either party may assign this agreement by way
of pledge to a trustee under a mortgage securing its
indebtedness or to a successor corporation acquiring its
electric utility property and business substantially as
an entirety, provided such successor corporation assumes
all obligations of the assignor hereunder.  Such
successor shall be substituted for the assignor under
this agreement, but the assignor shall not be released
from any obligations set forth herein.  Except as
aforesaid, neither party shall assign this agreement
without the prior written consent of the other.

                       ARTICLE 9

                      ARBITRATION

     9.01  Any controversy or claim arising out of, or
relating to, this agreement or the breach of it shall be
settled by arbitration in Indianapolis, Indiana, in
accordance with the rules of the American Arbitration
Association, and judgment upon the award rendered, may be
had in any court having jurisdiction thereof.

                       ARTICLE 10

                 ADDITIONAL RIGHTS AND
                    RESPONSIBILITIES

     10.01  At the time of construction of the Carthage
Substation, or such other substation as may be specified
pursuant to subsection 1.023 hereof, Service Company
shall provide, own, and construct, or cause to be
constructed, at its own expense, the following described
facilities:

          10.011  All facilities incident and appropriate
     to the establishment of a Sunnyside-Carthage Line
     and a Carthage-Columbus Line out of the Sunnyside-
     Columbus Line, including, without limitation, the
     breaking of the Sunnyside-Columbus Line;
     constructing such new 345,000-volt transmission line
     as may be required to connect the two portions of
     the Sunnyside-Columbus Line to Carthage Substation
     at Interconnection Point Z; 345,000-volt ultra-high-
     speed automatic reclosing circuit breakers to
     average at least one per termination unless
     otherwise agreed to; appurtenant disconnecting and
     associated equipment; protective relays and
     associated equipment and such other items as may be
     required and suitable for the control of such Lines
     and for the coordination of such control with
     terminal equipment at Indianapolis Company's
     Sunnyside Substation; provided that Indianapolis
     Company (1) shall pay Service Company for the cost
     and Indianapolis Company will assume ownership of
     one of the 345,000-volt ultra-high-speed automatic
     reclosing circuit breakers and associated equipment
     appertaining thereto upon receipt and approval of an
     itemized statement therefore, and (2) shall, at its
     expense, move the metering equipment from Point "X"
     to Point "Z".

     10.02  Service Company reserves the right to install
a 345,000/138,000-volt transformer at their Shelbyville
Substation, tapped on the Sunnyside-Columbus Line through
a 345,000-volt circuit switcher, and including such other
appurtenant disconnecting and associated equipment;
protective relays and associated equipment and such other
items as may be required and suitable for the control of
such substation and for the coordination of such control
with terminal equipment at the remote ends of the
connecting Lines; provided, that Service Company shall
pay the costs of such substation and provided, that
Service Company shall pay the costs of bringing the
Sunnyside-Columbus Line into the Shelbyville Substation.

     10.03  Should it appear to be advantageous from an
engineering and economic standpoint at a future date to
further coordinate or add-to the transmission system
additions covered by this agreement, Indianapolis Company
and Service Company agree to mutually conduct such
studies as necessary of the proposed system at that time
to ascertain the mutual benefits.

     IN WITNESS WHEREOF, the parties have caused this
agreement to be duly executed as of the date first above-
written.

INDIANAPOLIS POWER & LIGHT COMPANY


By  /s/ Zane G. Todd

PUBLIC SERVICE COMPANY OF INDIANA, INC.

By  /s/ Hugh A. Barker
                       APPENDIX A

Map of Transmission line facilities including facilities
to be constructed and provided pursuant to Article 1 and
Article 10.
                    AMENDMENT NO. 1

                           To

                  FACILITIES AGREEMENT

                        Between

           INDIANAPOLIS POWER & LIGHT COMPANY

                          And

               PUBLIC SERVICE COMPANY OF
                     INDIANA, INC.


     This amendment, dated as of June 1, 1981 between
Indianapolis Power & Light Company (Indianapolis Company)
and Public Service Company of Indiana, Inc. (Service
Company), both of whom are Indiana corporations,

WITNESSETH:

     WHEREAS, there is now in effect between Indianapolis
Company and Service Company a Facilities Agreement dated
August 16, 1977 (the "Facilities Agreement"); and

     WHEREAS, said parties wish to amend the Facilities
Agreement to provide for a delay in the construction and
completion of certain facilities specified therein, as a
result of delays in the expected in-service dates of
associated generating facilities; and

     WHEREAS, said parties wish to amend the Facilities
Agreement to provide for a revision in the location of
metering specified therein, as a result of changes in
generation and transmission plans not foreseen at the
time of that Agreement; and

     WHEREAS, said parties wish to amend the Facilities
Agreement to allow for the installation of substation
facilities not contemplated at the time of that
Agreement;

     NOW, THEREFORE, in consideration of the premises and
of the mutual covenants herein set forth, the parties
agree as follows:

     Section 1.  The Facilities Agreement is hereby
amended by substituting the word "Gwynneville" for the
word "Carthage" whenever and wherever it appears in the
Facilities Agreement.

     Section 2.  The Facilities Agreement is hereby
further amended by amending Section 1.03 thereof to read:

          "1.03  The parties shall coordinate their
     respective construction programs and otherwise
     cooperate, to the fullest extent practicable, toward
     the achievement of the completion of all lines and
     facilities covered by this agreement.  Each party
     shall use it best efforts to insure that such lines
     and facilities are completed by the in-service dates
     specified in the following Subsections 1.031 through
     1.034, unless later dates are mutually agreed upon
     by the parties hereto:

               "1.031  That portion of the Sunnyside-
          Columbus Line from Columbus to Point Z, known
          as the Columbus-Gwynneville Line, shall be in
          service by April 1, 1982.  Completion of this
          line shall be coordinated with the completion
          of a line (not involved in this agreement) to
          be built by Service Company from Gwynneville to
          New Castle.

               "1.032  The Petersburg-Cato Line shall be
          in service by August 1, 1982.

               "1.033  That portion of the Sunnyside-
          Columbus Line extending from Point Z to
          Sunnyside, known as the Gwynneville-Sunnyside
          Line, shall be in service by August 1, 1985.

               "1.034  That portion of the Gwynneville
          Substation required for the operation of the
          Gwynneville-Sunnyside Line, and that portion of
          the Sunnyside Substation required for the
          operation of that line shall both be in service
          by August 1, 1985."

     Section 3.  The Facilities Agreement is hereby
further amended by amending Subsection 1.043 of Section
1.04 to read:

               "1.043  At Service Company's Gwynneville
          Substation, the necessary 345,000-volt metering
          equipment for the purpose of monitoring flows
          on the Sunnyside-Gwynneville Line, as described
          in Article 3 hereof."

     Section 4.  The Facilities Agreement is hereby
further amended by modifying Subsection 3.012 of Section
3.01 to read:

               "3.012  In respect of the Z
          Interconnection Point, 345,000-volt metering
          equipment owned by Indianapolis Company and
          installed by Service Company at its Gwynneville
          Substation at Indianapolis Company's expense,
          for the purpose of monitoring the flows in the
          Sunnyside-Gwynneville Line.  Such metering
          equipment shall include compensation as
          provided in Section 3.06 hereof."

     Section 5.  The Facilities Agreement is hereby
further amended by amending Section 3.06 to read:

               "3.06  The parties hereto understand and
          agree that the establishment of metering point
          Y as set forth in Subsection 3.013 hereof,
          determines each party's responsibility for the
          line losses incurred.  With respect to metering
          point Z, metering equipment shall be
          compensated to fully compensate Indianapolis
          Company for losses incurred on the Sunnyside-
          Gwynneville Line.  Such compensation shall
          cease and Sunnyside-Gwynneville Line losses
          shall become the responsibility of Indianapolis
          Company at such time as Service Company has
          fulfilled all of the following three
          conditions:  (i)  765,000-volt lines and
          associated substations between Marble Hill and
          Columbus, Marble Hill and Jefferson, and
          Columbus and Gwynneville are placed in service;
          (ii) the Jefferson-Greentown 765,000-volt line
          covered by an agreement between Service Company
          and Indiana and Michigan Electric Company, is
          looped into Gwynneville and placed in service;
          and (iii) the 765,000/345,000-volt
          autotransformers at Gwynneville and a
          765,000/230,000-volt autotransformer at
          Columbus are placed in service."

     Section 6.  The Facilities Agreement is hereby
further amended by amending Subsection 10.011 of Section
10.01 to read:

               "10.011  All facilities incident and
          appropriate to the establishment of a Sunnyside-
          Gwynneville Line and a Gwynneville-Columbus
          Line including, without limitation:  345,000-
          volt ultra-high-speed automatic reclosing
          circuit breakers to average at least one per
          termination unless otherwise agreed to;
          appurtenant disconnecting and associated
          equipment; protective relays and associated
          equipment and such other items as may be
          required and suitable for the control of such
          Lines and for the coordination of such control
          with terminal equipment at Indianapolis
          Company's Sunnyside Substation; provided, that
          Indianapolis Company shall provide Service
          Company with one of the 345,000-volt ultra-high-
          speed automatic reclosing circuit breakers and
          equipment appertaining thereto; and shall pay
          the cost of installing the same upon receipt
          and approval of an itemized statement
          therefore."

     Section 7.  The Facilities Agreement is hereby
further amended by adding a new Section 10.04 to read:

               "10.04  Service Company shall have the
          right to install at its cost a 345,000/69,000-
          volt transformer at the Gwynneville Substation,
          tapped on Indianapolis Company's Gwynneville-
          Columbus 345,000-volt line through a 345,000-
          volt circuit switcher, together with such other
          equipment as may be required and suitable for
          the control of such substation and for the
          coordination of such control with terminal
          equipment at the remote ends of the connecting
          lines; provided, that Indianapolis Company
          shall have the right to approve the design of
          such installation to determine that it will not
          adversely affect the reliability and operation
          of its Gwynneville-Columbus 345,000-volt line,
          which approval shall not be unreasonably
          withheld."

     Section 8.  Except as specifically amended by this
Amendment No. 1, the Facilities Agreement shall remain
the same and in full force and effect.

     IN WITNESS WHEREOF, the parties have caused this
agreement to be duly executed as of the date first above
written.


INDIANAPOLIS POWER & LIGHT COMPANY


By /s/  Zane G. Todd
  Zane G. Todd, Chairman of the
   Board

PUBLIC SERVICE COMPANY OF INDIANA, INC.

By  /s/ Hugh A. Barker
  Hugh A. Barker, Chairman
                    AMENDMENT NO. 2

                           TO

                  FACILITIES AGREEMENT

              Dated as of August 16, 1977

                        Between

               PUBLIC SERVICE COMPANY OF
                     INDIANA, INC.

                          and

           INDIANAPOLIS POWER & LIGHT COMPANY



              Dated as of October 1, 1984

This AMENDMENT NO. 2, dated as of the 1st day of October,
1984 between Public Service Company of Indiana, Inc.
(Service Company), an Indiana Corporation, and
Indianapolis Power & Light Company (Indianapolis
Company), an Indiana Corporation, and hereafter called
"the parties",

                    WITNESSETH THAT:

WHEREAS the parties entered into a Facilities Agreement
dated as of August 16, 1977 which Agreement was last
modified on June 1, 1981 (said Facilities Agreement, as
so modified, being herein called the "1977 Agreement");
and

WHEREAS the parties desire to modify the 1977 Agreement,
as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein set forth, the parties hereto
agree as follows:

SECTION 1  Article 1, Subsection 1.033 of Section 1.03 of
the 1977 Agreement is amended to read:

          1.033 That portion of the Sunnyside-Columbus
     Line extending from Point Z to Sunnyside, known as
     the Sunnyside-Gwynneville Line, shall be in service
     by February 1, 1986.

SECTION 2.  Article 1, Subsection 1.043 of Section 1.04
of the 1977 Agreement is amended to read:

          1.043 At said Sunnyside Substation, the
     necessary 345,000-volt metering equipment for the
     purpose of monitoring flows in the Sunnyside-
     Gwynneville Line, as described in Article 3 hereof.

SECTION 3.  Article 3, Subsection 3.011 of Section 3.01
of the 1977 Agreement is amended to read:

          3.011 Should generation and/or transmission
     developments of the parties affect losses, location
     of the metering shall be reviewed.

SECTION 4.  Article 3, Subsection 3.012 of Section 3.01
of the 1977 Agreement is amended to read:

          3.012  In respect of the X Interconnection
     Point, 345,000-volt metering equipment owned and
     installed by Indianapolis Company at Indianapolis
     Company's Sunnyside Substation for the purpose of
     monitoring the flows in the Sunnyside-Gwynneville
     Line.  Such metering equipment shall be capable of
     being compensated.

SECTION 5.  Article 3, Section 3.06 of the 1977 Agreement
is amended to read:

          3.06 The parties hereto understand and agree
     that the establishment of the metering points as set
     forth in Section 3.01 hereof determines each party's
     initial responsibility for the line losses incurred
     between such metering points.

SECTION 6.  Except as hereinabove modified and amended,
all the terms and conditions of the 1977 Agreement shall
remain in full force and effect.

SECTION 7.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the
respective parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed by their duly authorized
officers.

PUBLIC SERVICE COMPANY OF INDIANA, INC.

By  /s/ Darrell V. Menscer
     Darrell V. Menscer, President

INDIANAPOLIS POWER & LIGHT COMPANY


By  /s/ Robert W. Hill
     Robert W. Hill

                     AMENDMENT NO. 3

                           TO

                  FACILITIES AGREEMENT

               Dated as of August 16, 1977

                         Between

                    PSI ENERGY, INC.,

 Formerly named PUBLIC SERVICE COMPANY OF INDIANA, INC.,

                           and

           INDIANAPOLIS POWER & LIGHT COMPANY






                Dated as of June 1, 1992

     This AMENDMENT NO. 3, dated as of the first day of
June 1992, between Indianapolis Power & Light Company
(hereinafter called "Indianapolis Company" or a "Party"),
an Indiana Corporation, and PSI Energy, Inc., formerly
named Public Service Company of Indiana, Inc.
(hereinafter called "Service Company" or a "Party"), an
Indiana Corporation.  (Indianapolis Company and Service
Company are hereinafter sometimes called "Parties".)

                    WITNESSETH THAT:

WHEREAS the parties entered into a Facilities Agreement,
dated as of August 16, 1977, which Agreement was last
modified on October 1, 1984 (said Facilities Agreement,
as so modified, being herein called the "1977
Agreement"); and

WHEREAS the parties desire to modify the 1977 Agreement,
as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth, the Parties hereto agree as
follows:

SECTION 1.  Article 1, Section 1.02 is hereby amended by
adding a new Subsection 1.025 to read:

     "1.025 'Patriot Line' means the 345,000-volt line to
be constructed by Indianapolis Company which is to extend
from Indianapolis Company's Patriot Station located in
Southeastern Indiana to Service Company's Gwynneville
Substation as defined in Subsection 1.023 hereof."

SECTION 2.  Article 3, Section 3.01 is hereby amended by
adding a new Subsection 3.014 to read:

     "3.014  In respect of the Z Interconnection Point,
345,000-volt, metering equipment owned by Indianapolis
Company and installed at Service Company's Gwynneville
Substation for the purpose of monitoring the flows in the
Patriot Line."

SECTION 3.  Article 10 is hereby amended by adding a new
Section 10.05 and Subsection 10.051 to read:

     "10.05  Indianapolis Company shall have the right to
have Service Company construct or cause to be constructed
at Indianapolis Company's cost the Patriot Line
substation facilities at Service Company's Gwynneville
Substation, consisting of the following described
facilities:

     10.51     All facilities, owned and maintained by
          Indianapolis Company and operated by Service Company,
          incident and appropriate to the establishment of the
          Patriot Line including, without limitation:  one-345,000-
          volt ultra-high-speed automatic reclosing circuit breaker
          connected in a ring bus arrangement as shown in Appendix
          B.; appurtenant disconnecting and associated equipment;
          protective relays and associated equipment and such other
          items as may be required and suitable for the control and
          monitoring of the Patriot Line and for the coordination
          of such control with terminal equipment at Indianapolis
          Company's Patriot Plant; provided that (1) Indianapolis
          Company shall have the right to provide all required
          equipment to Service Company; (2) Service Company shall
          have the right to approve all designs and facilities
          provided; (3) Indianapolis Company shall pay all facility
          costs as authorized by Indianapolis Company and incurred
          by Service Company including engineering, review, design,
          procurement and installation, upon project completion and
          the receipt and approval of an itemized statement
          therefor; and (4) Use of either Party's facilities within
          rating(s) for power flows within Gwynneville Substation
          shall not obligate either Party whatsoever; given that
          system studies indicated no adverse effects on the
          operation of the Gwynneville Substation, Service
          Company's System or Indianapolis Company's System, which
          all said approval shall not be unreasonably withheld."

SECTION 4.  Except as hereinabove modified and amended,
all the terms and conditions of the 1977 Agreement shall
remain in full force and effect.

SECTION 5.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the
respective parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed by their duly authorized
Officers.

                              PSI ENERGY, INC.
                              (Service Company)
                              an Indiana Corporation



                              By  /s/ Larry E. Thomas
                                   Larry E. Thomas
                                   Senior Vice President and
                                   Chief Operations Officer

ATTEST:


By  /s E. Renae Conley
     E. Renae Conley
     Assistant Secretary

                              INDIANAPOLIS POWER & LIGHT
COMPANY,
                              (Indianapolis Company)
                              an Indiana Corporation



                              By /s/ Michael M. Minter
                                   Michael M. Minter
                                   Senior Vice President
                                   Planning and Engineering

ATTEST:

By  /s/ Marcus E. Woods
     Marcus E. Woods, Secretary


                       APPENDIX B

                 GWYNNEVILLE SUBSTATION
                Z - INTERCONNECTION POINT
          (ADDITION OF PATRIOT LINE TO SERVICE
            COMPANY'S GWYNNEVILLE SUBSTATION)


Diagram showing one-345,000-volt ultra-high-speed
automatic reclosing circuit breaker connected in a ring
bus arrangement.



KEY
IPL - Indianapolis Power & Light
PSI - PSI Energy